When Peter parker was left an orphan, his Uncle Ben and Aunt May took him in and raised him themselves. Learning responsibility and kindness from them, Peter eventually grew up to become the crimefighting super hero, Spider-Man. Peter keeps his identity as Spider-Man a secret to protect his loved ones, not even Aunt May suspects the truth about her nephew.

Presented here as she appeared in the classic AMAZING SPIDER-MAN #115, Aunt May has inadvertently found herself on the side of Doctor Octopus! Afraid and distrustful of the costumed Spider-Man, and thinking Doc Ock to be a benevolent scientist, Aunt May sides with the villain. Though Spider-Man eventually stops Octopus, the story concludes with the unlikely event of Aunt May becoming caretaker of Doctor Ock's laboratory and house while he is taken to prison, leaving behind a confused, dumbfounded Peter Parker!

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